Andrew P. Callahan - 07 Nov 2023 Form 4 Insider Report for Hostess Brands, Inc.

Footnote F1

Pursuant to the terms of that certain Agreement and Plan of Merger, by and among Hostess Brands, Inc. (the "Company"), The J. M. Smucker Company ("Smucker"), and SSF Holdings, Inc. (the "Purchaser"), dated September 10, 2023 (the "Merger Agreement"), on November 7, 2023, Purchaser completed an exchange offer (the "Offer") to purchase any and all of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Company Common Stock"), in exchange for (i) $30.00 in cash (the "Cash Consideration") and (ii) 0.03002 Smucker common shares, no par value ("Smucker Common Shares") (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest.

Footnote F2

(Continued from Footnote 1) Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Smucker (the "Merger"). The disposition of the securities by the Reporting Person in the Offer and the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Footnote F3

The Reporting Person tendered in the Offer 398,015 shares of Company Common Stock (which includes 625 shares of Company Common Stock purchased pursuant to the Hostess Brands, Inc. 2022 Employee Stock Purchase Plan for the offer period ended September 30, 2023 and not previously reported) and received Offer Consideration of (i) $11,940,450 in Cash Consideration, and (ii) 11,948 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.

Footnote F4

Represents 184,244 shares of Company Common Stock underlying outstanding restricted stock units ("RSUs"), granted under the Hostess Brands' Amended and Restated 2016 Equity Plan (the "2016 Plan"), that under the terms of the Merger Agreement were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs, by (y) the Merger Consideration Value (as defined in the Merger Agreement). Upon the closing of the Merger, the Reporting Person received $6,154,468.15 in cash in settlement of the outstanding RSUs, less applicable withholding taxes.

Footnote F5

Represents 550,222 shares of Company Common Stock underlying outstanding performance stock units ("PSUs"), which provides for maximum performance of 200% of applicable performance metrics. The PSUs were granted under the 2016 Plan but not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value. Upon the closing of the Merger, the Reporting Person received $18,379,560.67 in cash in settlement of the outstanding PSUs, less applicable withholding taxes.

Footnote F6

These options, which vested in four equal annual installments beginning on May 7, 2019, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $4,034,363.73, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes.

Footnote F7

These options, which vested in three equal annual installments beginning on January 11, 2020, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $4,823,276.15, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes.

Footnote F8

These options, which vested in three equal annual installments beginning on January 21, 2021, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $2,752,292.85, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes.